Control of mRNA turnover plays an important role in determining levels of gene expression during cell growth, differentiation, and development. Aberrant mRNA turnover plays a critical role in the development of diseases including cancer and immune disorders, emphasizing the importance of stringent control of mRNA turnover. A major element responsible for rapid mRNA decay is the AU-rich element (ARE). Although they were found more than 15 years ago, the mechanism by which AREs dictate rapid mRNA decay is still unclear. The mechanistic steps of mRNA decay and the responsible enzymatic machinery in mammals are not completely elucidated. We purified and characterized the human exosome, a complex of ribonucleases, and demonstrated that it is required for rapid degradation of ARE-containing RNA substrates. The broad long-term goal of this work is to determine the mechanism of exosome-mediated mRNA decay with an emphasis on aspects that might be manipulated to target specific disease-related transcripts for degradation. To accomplish our long range goals, it is critical to understand the role of ARE-binding proteins (ARE-BPs) in the regulation of exosome-mediated mRNA degradation (specific aim 1). This aim involves the functional characterization of domains of KSRP, a novel ARE-BP that co-purifies with the exosome, that interact with the exosome and the ARE. In this aim, we will also test a strategy to target a specific mRNA for degradation which will provide information that might be later used as a therapeutic strategy. Understanding the role of exosome cofactors is also critical for elucidating the mechanism of exosome function in mRNA turnover and may ultimately provide a target for altering exosome activity (specific aim 2). This aim involves the identification and functional characterization of exosome cofactors in mRNA decay in vitro and in vivo. Finally, it is also necessary to demonstrate the mechanistic steps of mRNA decay and the effect of loss of exosome subunits on decay of unstable mRNAs with or without AREs in human cell lines (specific aim1). The proposed research should help elucidate the mechanisms by which mammalian mRNAs are degraded and provide targets for therapeutic intervention.